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Deezer

Share Issue/Capital Change Jun 30, 2022

1422_iss_2022-06-30_4553b768-e42e-4631-81ab-7c10e57643e7.pdf

Share Issue/Capital Change

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I2PO Shareholders' Meeting of June 30, 2022

  • Approval of the merger of Deezer with and into I2PO
  • Approval of the private placement conducted by I2PO for an amount of €119 million
  • Implementation of a liquidity contract with Exane

Paris, June 30, 2022 – The I2PO combined shareholders' meeting took place today in Paris under the chairwomanship of Mrs. Iris Knobloch.

The I2PO combined shareholders' meeting adopted all the proposed resolutions, and in particular:

  • approved the financial statements for the fiscal year 2021;
  • approved the merger with Deezer, a French société anonyme, whose registered office is located at 24, rue de Calais, 75009 Paris, registered in the Paris Trade and Companies Register under number 511 716 573 ("Deezer"), with I2PO being the surviving entity (the "Merger");
  • approved the share capital increase for a total amount (issuance premium included) of up to €150 million reserved to certain identified investors (for up to €119 million) and, potentially, to certain categories of investors (for up to €31 million) (the "PIPE");
  • approved the modification of the governance of I2PO which will result from the completion of the Merger and from the amendments of I2PO's bylaws, in particular the appointment of Guillaume d'Hauteville, Jeronimo Folgueira, Hans-Holger Albrecht, Amanda Cameron, Sophie Guiyesse, Valérie Accary and Mari Thjømøe as directors in replacement of Mercedes Erra, Patricia Fili-Krushel, Fleur Pellerin, Carlo d'Asaro-Biondo and Artémis 80.

The extraordinary shareholders' meeting of Deezer held on June 29, 2022 also approved the Merger.

The I2PO Board of Directors' meeting, held after the shareholders' meeting, decided to implement the PIPE and, accordingly, to carry out a share capital increase of €119 million (issuance premium included) by way of issuance of 11,900,000 new ordinary shares to be issued at a subscription price of €10.00 per share (issuance premium included) reserved to certain identified investors including Groupe Artémis, one of I2PO's founders, most of the existing shareholders of Deezer and in particular, Access Industries, UMG, Warner Music, Orange, Kingdom Holdings, Eurazeo and Xavier Niel, as well as a selected group of long-term French and international investors including Bpifrance and Média Participations.

The settlement and delivery of the PIPE is expected to take place on July 5, 2022 and will be immediately followed by the completion of the Merger.

Further details of the PIPE are described in the prospectus approved on June 15, 2022 under number 22-216 by the AMF and is available on the AMF's website (www.amf-france.org) and on I2PO's website (www.i2po.com) and obtainable free of charge from I2PO.

The prospectus prepared in the context of the Merger has been approved on May 31, 2022 under number 22-184 by the Autorité des marchés financiers ("AMF") and is available on the AMF's website (www.amf-france.org) and on I2PO's website (www.i2po.com) and obtainable free of charge from I2PO.

Investors should review the risks factors described in these abovementioned prospectuses.

The full results of all matters voted on at the combined shareholders' meeting will be made available on the Business Combination section of I2PO's website (www.i2po.com).

A liquidity agreement will be entered into on July 5th, 2022 among I2PO and Exane BNP Paribas, for an initial period ending December 31, 2022, tacitly renewable thereafter for additional 12 monthperiods, in order to enhance the liquidity of its ordinary shares (ISIN: FR001400AYG6) as from such date.

The implementation of this liquidity agreement will be carried out in accordance within applicable regulation, and more particularly within the provisions of Regulation (EU) No. 596/2014 of April 16, 2014 on market abuse (MAR), as amended and supplemented by its delegated regulations, and the AMF decision no. 2021-01 of June 22, 2021.

This liquidity agreement will be entered into as part of the execution of the share buy-back program approved by I2PO combined shareholders' meeting held today. For more information on this program, see section 19.2.3 of the prospectus prepared in the context of the Merger.

The following cash resources have been allocated to the liquidity account: 800,000 euros.

The execution of operations under the liquidity contract may be suspended in accordance with the conditions set out in Article 5 of AMF Decision no. 2021-01 of June 22, 2021.

The execution of the liquidity agreement may also be suspended as follows:

  • at any time by I2PO for any duration;
  • in the event of a holding of a number of shares of I2PO equal to the maximum decided by the shareholders' meeting held today, taking into account in particular the shares already held by I2PO pursuant to Article L. 225-210 of the French Commercial Code;
  • if the share is listed outside the thresholds authorized by the shareholders' meeting held today;
  • in the event of the expiration or suspension of the authorization to purchase shares given by shareholders' meeting held today;

The liquidity contract may be terminated:

  • at any time by I2PO, without notice;
  • at any time by Exane BNP Paribas, subject to a one-month prior notice.

I2PO DEEZER

Leslie Jung-Isenwater Benoît Grange +33 (0)6 78 70 05 55 +33 (0) 6 14 45 09 26

IMAGE SEPT - [email protected] BRUNSWICK [email protected]

Christophe Menger +33 (0) 7 52 63 00 89

Tristan Roquet-Montegon +33 (0)6 37 00 52 57

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Important notice

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

European Economic Area – France

This press release is not a prospectus but an advertisement provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities by I2PO, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

A copy of the prospectus issued in the context of the Merger (the "Merger Prospectus") and of the PIPE Prospectus are available on the AMF's website (www.amf-france.org) and on I2PO's website (www.i2po.com) and obtainable free of charge from I2PO. The Merger Prospectus includes and the PIPE Prospectus will include a detailed description of I2PO, including a section describing certain risk factors relating to I2PO and the Merger and the PIPE.

Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of the information contained in the Merger Prospectus and the PIPE Prospectus, as applicable.

The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this press release must inform him or herself of and comply with any such restrictions.

The securities of I2PO admitting for trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris are addressed solely to "qualified investors", as defined in the regulation (EU) 2017/1129 of 14 June 2017 (the "Prospectus Regulation") and in accordance with the provisions of Article L. 411-2, 1° of the French Code monétaire et financier.

United Kingdom

This press release does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this press release is for distribution only to and is directed only at (a) "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EUWA which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in with Relevant Persons only. Persons distributing this press release must satisfy themselves that it is lawful to do so.

United States of America

This press release and the information it contains does not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, I2PO securities in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), it being specified that the I2PO securities have not been and will not be registered under the Securities Act and I2PO does not intend to register securities or conduct an offer to the public in the United States.

Canada

This press release and the information it contains do not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, I2PO securities in any province or territory of Canada. Securities may not be offered or sold in Canada except in a transaction exempt from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that qualifies those securities in the relevant provinces and territories of Canada, it being specified that the I2PO securities have not been and will not be qualified by way of prospectus under the securities laws of any province or territory of Canada and I2PO does not intend to qualify any such securities or conduct an offering to the public in Canada.

This announcement is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia or Japan.

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